-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IxuTbO/uuuDBHvDW5vJ1X5c8JSdKNvN0JceDXBcflHgwIF5NSdGYr8ZyruOXel1l daBe12x2wN7ZgYpy+6NNCg== 0000912057-02-000438.txt : 20020413 0000912057-02-000438.hdr.sgml : 20020413 ACCESSION NUMBER: 0000912057-02-000438 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020104 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVALONBAY COMMUNITIES INC CENTRAL INDEX KEY: 0000915912 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 770404318 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12672 FILM NUMBER: 2503010 BUSINESS ADDRESS: STREET 1: 2900 EISENHOWER AVENUE STREET 2: SUITE 300 CITY: ALEXANDRIA STATE: VA ZIP: 22314 BUSINESS PHONE: 7033296300 MAIL ADDRESS: STREET 1: 2900 EISENHOWER AVENUE STREET 2: STE 300 CITY: ALEXANDRIA STATE: VA ZIP: 22314 FORMER COMPANY: FORMER CONFORMED NAME: AVALON BAY COMMUNITIES INC DATE OF NAME CHANGE: 19980618 FORMER COMPANY: FORMER CONFORMED NAME: BAY APARTMENT COMMUNITIES INC DATE OF NAME CHANGE: 19931208 8-K 1 a2067230z8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------------------- DATE OF REPORT: JANUARY 4, 2002 (Date of earliest event reported) AVALONBAY COMMUNITIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) - ------------------------------- ------------------------ ------------------- Maryland 1-12672 77-0404318 - ------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) - ------------------------------- ------------------------ ------------------- 2900 EISENHOWER AVENUE, SUITE 300, ALEXANDRIA, VA 22314 ------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (703) 329-6300 -------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ITEM 5. OTHER EVENTS. Following the 2001 Annual Meeting of Stockholders, the Board of Directors of the Company undertook a review of the Company's Shareholder Rights Agreement (the "Rights Agreement"), and after such review determined to amend the Rights Agreement to change the Final Expiration Date (as defined in the Rights Agreement) from March 9, 2008 to March 31, 2002. As a result of this amendment, the preferred stock purchase rights granted under the Rights Agreement will expire as of March 31, 2002, and the Rights Agreement will be of no further force or effect after that date. A copy of the amendment is included as an exhibit to this Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS, AND EXHIBITS. (c) Exhibits Exhibit 4.1 Shareholder Rights Agreement, dated March 8, 1998 (the "Rights Agreement") between AvalonBay Communities, Inc. (formerly known as Bay Apartment Communities, Inc.) and First Union National Bank (as successor to American Stock Transfer and Trust Company, as Rights Agent), including the form of Rights Certificate as EXHIBIT B (incorporated by reference to Exhibit 4.1 to Form 8-A of the Company filed on March 11, 1998). Exhibit 4.2 Amendment No. 1 to the Rights Agreement, dated as of February 28, 2000, between AvalonBay Communities, Inc. and First Union National Bank, as Rights Agent (incorporated by reference to Exhibit 4.2 to Form 8-A/A of the Company filed on February 28, 2000). Exhibit 4.3 Amendment No. 2 to the Rights Agreement, dated as of January 4, 2002, between AvalonBay Communities, Inc. and First Union National Bank, as Rights Agent. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be filed on its behalf by the undersigned thereunto duly authorized. AVALONBAY COMMUNITIES, INC. Dated: January 7, 2002 By: /s/ Thomas J. Sargeant --------------------------- Name: Thomas J. Sargeant Title: Executive Vice President, Chief Financial Officer and Treasurer EX-4.3 3 a2067230zex-4_3.txt EXHIBIT 4-3 EXHIBIT 4.3 AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENT Amendment, dated as of January 4, 2002 (the "Amendment") to the Shareholder Rights Agreement, dated as of March 9, 1998 (as amended by Amendment No. 1 thereto dated February 28, 2000, the "Rights Agreement"), by and between AvalonBay Communities, Inc., a Maryland corporation (formerly known as Bay Apartment Communities, Inc., the "Company"), and First Union National Bank, a national banking institution (as successor Rights Agent to American Stock Transfer and Trust Company, a New York corporation, the "Rights Agent"). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to them in the Rights Agreement. W I T N E S S E T H - - - - - - - - - - WHEREAS, Section 27 of the Rights Agreement provides that prior to the time at which any Person becomes an Acquiring Person, the Company and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend any provision of the Rights Agreement as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of certificates representing shares of the Common Stock of the Company; and WHEREAS, the Board of Directors has directed the Company and the Rights Agent to enter into this Amendment in order to advance the Final Expiration Date thereunder from March 9, 2008 to March 31, 2002; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: Section 1. AMENDMENTS RELATING TO THE FINAL EXPIRATION DATE. A. Section 7(a) of the Rights Agreement is hereby amended by deleting therefrom subclause (i) in its entirety and inserting in lieu thereof the following: "(i) the Close of Business on March 31, 2002 (the "Final Expiration Date"),". B. Exhibit B to the Rights Agreement entitled "Form of Rights Certificate" is hereby amended by substituting the date "March 31, 2002" for the date "March 9, 2008" in each instance in which the date "March 9, 2008" appears. 1 Section 2. MISCELLANEOUS. A. This Amendment shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within Maryland. B. This Amendment may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall together constitute one and the same instrument. C. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment, and of the Rights Agreement, shall remain in full force and effect and shall in no way be affected, impaired or invalidated. [CONTINUED ON NEXT PAGE] 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. ATTEST: AVALONBAY COMMUNITIES, INC. By: /S/ EDWARD M. SCHULMAN By: /S/ THOMAS J. SARGEANT ------------------------ ---------------------------------- Name: Edward M. Schulman Name: Thomas J. Sargeant Title: Vice President, General Counsel Title: Executive Vice President- Chief Financial Officer ATTEST: FIRST UNION NATIONAL BANK, as Rights Agent By: /S/ HOLLY DRUMMOND By: /S/ KRISTIN N. KNAPP ----------------------------- ------------------------------- Name: Holly Drummond Name: Kristin N. Knapp Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----